8-K false 0001056696 0001056696 2026-07-28 2026-07-28       United States Securities And Exchange Commission Washington, DC 20549 ______________ FORM 8-K ____________   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): July 28, 2026   Manhattan Associates, Inc. (Exact Name of Registrant as Specified in Its Charter)   Georgia 0-23999 58-2373424 (State or Other Jurisdiction of Incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.)   2300 Windy Ridge Parkway , Tenth Floor , Atlanta , Georgia 30339 (Address of Principal Executive Offices) (Zip Code)   ( 770 ) 955-7070 (Registrant’s telephone number, including area code)   NONE (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock , par value $.01 per share MANH Nasdaq Global Select Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐         Item 2.02 Results of Operations and Financial Condition.   On July 28, 2026, Manhattan Associates, Inc. (“we”, “our”, or the “Company”) issued a press release providing its financial results for the three and six months ended June 30, 2026. A copy of this press release is attached as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. Non-GAAP Financial Measures in the Press Release The press release includes, as additional information regarding our operating results, our adjusted operating income and margin, adjusted income tax provision, adjusted net income and adjusted diluted earnings per share (collectively, “adjusted results”), which exclude the impact of equity-based compensation, expense related to an unusual health insurance claim, net of insurance recoveries, restructuring expenses, and related income tax effects. These various measures are not in accordance with, or alternatives for, financial measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP. Non-GAAP measures used in the press release exclude the impact of the items described above for the following reasons: • Equity-Based Compensation : Equity-based compensation expense typically does not require cash settlement by the Company. We also exclude the tax benefits or deficiencies of vested stock awards caused by differences in the amount deductible for tax purposes related to the stock award from the compensation expense recorded for financial reporting purposes. • Unusual Health Insurance Claim, Net of Insurance Recoveries : Due to the uncommonly large magnitude and nature of the health insurance claim and timing of related insurance recoveries, we do not believe that this expense is a typical cost that results from normal operating activities. • Restructuring Expense : We do not believe that the restructuring expenses related to reductions in our workforce recorded in 2026 and 2025 are costs that result from normal operating activities. Rather, the event in 2026 related to strategic decisions to leverage increased operational efficiencies and focus investments on key strategic priorities, and the event in 2025 related to aligning our services capacity with customer demand which had been impacted by macro-economic uncertainty. We exclude these costs for adjusted non-GAAP results to facilitate period-to-period comparability of operating performance and to provide investors with supplemental information regarding the underlying performance of the business. We assess our operating performance using these adjusted measures, and we rely on adjusted results as primary measures to review and assess the operating performance of our management team in connection with our executive compensation and bonus plans. Further, we believe our peers also typically present non-GAAP results similarly adjusted. Management refers to adjusted results in making operating decisions because we believe they provide meaningful information regarding our operational performance and our ability to invest in research and development and fund capital expenditures and acquisitions. In addition, adjusted results facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results. 2       We similarly believe reporting adjusted results facilitates investors’ understanding of our historical operating trends because it provides supplemental measurement information in evaluating the operating results of our business. We also believe that adjusted results provide a basis for comparisons to other companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit   Number Description 99.1 Press Release, dated July 28, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)     SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.   Manhattan Associates, Inc.       By: /s/ Linda Pinne Linda Pinne Senior Vice President, Chief Financial Officer       Dated: July 28, 2026   3